General Terms of Annual Maintenance Contact
Annual Maintenance Contract
This Software Maintenance Agreement will be applicable form the day of ending the 6(six) months warranty period according to the contact of the project titled “XXX”
WHEREAS, the PROVIDER, Electro CRAFT Corporation Ltd; and
WHEREAS, the RECIPIENT, Client XXX
WHEREAS, the RECIPIENT wishes to engage the PROVIDER to perform various maintenance services in connection with the SOFTWARE and Support and the PROVIDER desires to provide such maintenance services;
THEREFORE, in consideration of the mutual promises and agreements set forth in this Maintenance Agreement, PROVIDER and RECIPIENT agree as follows:
1. Maintenance Services
In accordance with the terms of this Maintenance Agreement, the PROVIDER will furnish the installation, support, or error-correction services identified on Supplement A (the “Services”) for the SOFTWARE developed by the PROVIDER.
2. Maintenance Fee and Expenses
RECIPIENT will pay the PROVIDER the fee of 20% of the total upfront price which is BDT 80,000 (Eighty Thousand Taka Only) after the sign off and ending of 6 months warranty period for 1st year maintenance with the 10% increment per year.
Upon termination of this Maintenance Agreement, the PROVIDER will be reimbursed for all reasonable costs and non-cancelable commitments incurred in the performance of the scope of work and for which the RECIPIENT has not yet paid.
(a) Term. This Maintenance Agreement shall commence on the Commencement Date stated in Supplement A and continue for an initial period defined in Supplement A (“Initial Term”). This Maintenance Agreement shall thereafter renew for successive periods defined in Supplement A (“Renewal Term”), of which PROVIDER will notify RECIPIENT in writing at least sixty (60) days prior to the expiration date, unless terminated by either party upon written notice to the other party pursuant to Section 3(b) below. All terms and conditions of this Maintenance Agreement shall apply during the Renewal Term, except for the fees. The fee for the Renewal Term shall be the PROVIDER’s rates then in effect, increase by (10%) annually.
(b) Termination. This Maintenance Agreement shall terminate upon thirty (30) days advance written notice if the other party has breached this Maintenance Agreement and has not cured such breach within such notice period.
The PROVIDER warrants that it will use reasonable efforts to perform the services to conform to generally accepted industry standards, provided that: (a) the SOFTWARE has not been modified, changed, or altered by anyone other than the PROVIDER; (b) the operating environment, including both hardware and systems software, meets the PROVIDER’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) RECIPIENT promptly notifies the PROVIDER of its need for service; (e) RECIPIENT provides adequate troubleshooting information and access so that the PROVIDER can identify and address problems; and (f) all fees due to the PROVIDER have been paid (g) PROVIDER has access in server to investigate problem and implement the fix to resolve the issue (both in on side and off side support time).
5. Recipient Support
The level of support that the PROVIDER can provided is dependent upon the cooperation of RECIPIENT and the quantity of information that RECIPIENT can provide.
If the PROVIDER cannot reproduce a problem or if the RECIPIENT cannot successfully gather adequate troubleshooting information, the PROVIDER may need temporary login access on the RECIPIENT’s core system to identify and address the problem.
6. Recipient Responsibility
The RECIPIENT shall not distribute the SOFTWARE to any third party. The RECIPIENT shall not make any modifications to the SOFTWARE, unless otherwise allowed under the License Agreement. If RECIPIENT is allowed to make modifications under such License Agreement, the PROVIDER shall not be responsible for maintaining RECIPIENT modified portions of the SOFTWARE or for maintaining portions of the SOFTWARE affected by RECIPIENT modified portions of the SOFTWARE. Upon RECIPIENT’s prior written approval, corrections for difficulties or defects traceable to the RECIPIENT’s errors or systems changes shall be billed at the PROVIDER’s standard time and material charges.
7. Right to Work Product
All error corrections, enhancements, new releases, and any other work product created by the PROVIDER in connection with the support services provided under this Maintenance Agreement (“Work Product”) are and shall remain the exclusive property of the PROVIDER or the PROVIDER, regardless of whether the RECIPIENT, its employees, or agents may have contributed to the conception, joined in its development, or paid the PROVIDER for the development or use of the Work Product. Such Work Product shall be considered SOFTWARE, and subject to the terms and conditions contained herein and in the License Agreement.
(a) Each party acknowledges that this Maintenance Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreement, oral and written, between the parties relating to this Maintenance Agreement. This Maintenance Agreement may not be modified or altered except by a written instrument duly executed by both parties.
(b) This Maintenance Agreement and performance hereunder shall be governed by and construed in accordance with the laws of the State without regard to its conflict of laws rules.
(c) If any provision of this Maintenance Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
(d) The PROVIDER may not subcontract, assign, or transfer its rights, duties or obligations under this Maintenance Agreement to any person or entity, in whole or in part, without the prior written consent of the RECIPIENT.
(e) The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
RECIPIENT AND PROVIDER ACKNOWLEDGES THAT END USER HAS READ THIS MAINTENANCE AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE LEGALLY BOUND BY IT.
WHEREFORE, the parties have caused this Maintenance Agreement to be executed by their duly authorized representatives.